Focus on fi gures HERA GROUP and performance numbers, results CONSOLIDATED and key indicators FINANCIAL REPORT AS AT 31ST DECEMBER 2012 4.5billion 662 million +13.5 REVENUES EBITDA HERA NET PROFIT Revenues from supplied Ebitda from business The increasecompared services go up, totalling activities goes up once again, to year 2011 4,492.7 million totalling 662.0 million Hera Group Consolidated Financial Statements ‐ Financial year ended 31 December 2012 0 Introduction Letter to Shareholders 001 Mission 003 Group structure 004 Administrative and control bodies 005 Intruduction 006 Key financial information 007 The business combination operation with Acegas Aps Strategic approach and business plan Business sectors Share performance on the Stock Exchange and shareholder relations Notice of calling of the Shareholders’ Meeting 030 1 Directors' report 1.01 Introduction 031 1.02 Corporate events and significant events after the end of the financial year 033 1.03 Group performance as at 31 December 2012: 035 1.03.01 Financial and economic results and investments 035 1.03.02 Regulatory framework and regulated revenues 046 1.03.03 Analysis by business segment 056 1.04 Commercial policy and customer care 066 1.04.01 Customer satisfaction 070 1.05 Trading and procurement policy 072 1.06 Financial policy and rating 088 1.07 Research and development 091 1.08 Human resources and organisation 094 1.09 Information systems 101 1.10 Quality, safety and environment 104 1.11 Report on corporate governance and ownership structures ‐ article 123‐bis of the TUF 1.12 Performance of the Parent Company in 2012 107 1.13 Resolutions concerning the Parent Company’s results for the financial year 108 1 2 Hera Group Consolidated Financial Statements 2.01 Consolidated accounts 109 2.01.01 Income statement 109 2.01.02 Aggregate income statement 110 2.01.03 Statement of financial position 111 2.01.04 Cash flow statement 113 2.01.05 Statement of changes in shareholders’ equity 114 2.02 Financial statements ‐ Resolution 15519 of 2006 – Related parties 115 2.02.01 Income statement 115 2.02.02 Statement of financial position 116 2.02.03 Cash flow statement 118 2.03 Explanatory notes 119 2.03.01 Consolidated explanatory notes 119 2.03.02 Explanatory notes on related parties 217 2.04 Net financial debt 222 2.04.01 Consolidated net financial debt 222 2.04.02 Net financial debt ‐ Resolution 15519 of 2006 223 2.05 Equity investments 2.05.01 List of consolidated companies 224 2.05.02 Key financial and operating data of consolidated and associated companies 226 2.05.03 List of significant investments 234 2.06 Table pursuant to Article 149 duodecies of the Issuers’ Regulations 237 2.07 Statement pursuant to Article 154‐bis of Legislative Decree no. 58/98 238 2.08 Report by Independent Auditing Firm and Board of Statutory Auditors 239 2.08.01 Independent auditing firm 239 2.08.02 Board of Statutory Auditors 241 3 Report on remuneration 3. 01 Report on remuneration 406 2 Hera Group – Consolidated financial statements as at 31 December 2012 Approved by the Hera Spa Board of Directors on 22 March 2013 3 Hera Group – Consolidated financial statements as at 31 December 2012 Mission "Hera’s goal is to be the best multi‐utility in Italy for its customers, workforce and shareholders. It aims to achieve this through further development of an original corporate model capable of innovation and of forging strong links with the areas in which it operates by respecting the local environment”. “For Hera to be the best means to represent a reason for pride and trust for: customers, who receive, thanks to Hera’s constant responsiveness to their needs, quality services that satisfy their expectations. The women and men who work at Hera, whose skills, engagement and passion are the foundation of the company’s success; shareholders, confident that the economic value of the company will continue to be generated in full respect of the principles of social responsibility; the reference areas, because economic, social and environmental health represent the promise of a sustainable future; and suppliers, key elements in the value chain and partners for growth". Approved by the Hera Spa Board of Directors on 22 March 2013 4 Hera Group – Consolidated financial statements as at 31 December 2012 Group Structure HERA Spa MARCHE HERA Energie *Sviluppo Ambiente HERAMBIENTE Spa HERA COMM Srl HERA TRADING Srl MULTISERVIZI Spa Rinnovabili Spa Toscana Srl 75% 100% 100% 44,62% 100% 95% *oltre al 5% Herambiente GAL.A Spa *SOTRIS Spa ASA Scpa SO.SEL. Spa GALSI Spa MMS Ecologica Srl Ghirlandina Solare Srl Q.tHermo Srl 60% 70% 51% 26% 10,40% 100% 33% 40% *oltre al 5% Hera Spa FlameEnergy Trading Energonut Spa ENOMONDO Srl ADRIATICA ACQUE Srl Naturambiente Srl FERONIA Srl 70% Gmbh 100% 50% 22,32% 100% 50% REFRI Srl Consorzio Akhea SGR SERVIZI Spa AKRON Spa 57,50% 20% 51% 29,61% ROMAGNA NUOVA GEOVIS Spa FEA Srl Hera Comm Marche Srl COMPOST Srl 51% 51% 57,38% 60% ERIS Scarl 51% HERA ENERGIE Srl 51% SINERGIA Srl 59% Estense Global Service Scarl 23% SERVICE IMOLA MEDEA Spa SET Spa ACANTHO Spa HERA LUCE Srl Calenia Energia Spa Srl 40% 100% 39% 79,94% 89,58% 15% ENERGIA TAMARETE MODENA SEI Spa UNIFLOTTE Srl ITALIANA Spa AIMAG Spa 25% ENERGIA Srl NETWORK Spa 20% 97% 11% 32% 14% Investments held by Hera Spa Formula Line is undergoing liquidation proceedings Hera Servizi Cimiteriali, Hera Servizi Funerari, Hera Socrem are being sold. Approved by the Hera Spa Board of Directors on 22 March 2013 5 Hera Group – Consolidated financial statements as at 31 December 2012 Administrative and auditing boards Board of Directors Chairman Tomaso Tommasi di Vignano Deputy Chairman Giorgio Razzoli Chief Executive Officer Maurizio Chiarini Director Mara Bernardini Director Filippo Brandolini Director Marco Cammelli Director Luigi Castagna Director Pier Giuseppe Dolcini Director Valeriano Fantini*** Director Enrico Giovannetti Director Fabio Giuliani Director Luca Mandrioli Director Daniele Montroni**** Director Mauro Roda Director Roberto Sacchetti Director Rossella Saoncella Director Bruno Tani Director Giancarlo Tonelli Director Giovanni Perissinotto* Director Cesare Pillon* Board of Statutory Auditors Chairman Sergio Santi Standing statutory auditor Antonio Venturini Standing statutory auditor Elis Dall'Olio Internal Control Committee Chairman Giorgio Razzoli Member Fabio Giuliani Member Luca Mandrioli Member Rossella Saoncella Remuneration Committee Chairman Giorgio Razzoli Member Marco Cammelli Member Daniele Montroni**** Member Bruno Tani Executive Committee Chairman Tomaso Tommasi di Vignano Deputy Chairman Giorgio Razzoli Member Maurizio Chiarini Member Giovanni Perissinotto** Ethics Committee Chairman Giorgio Razzoli Member Filippo Bocchi Member Mario Viviani Independent Auditors PricewaterhouseCoopers * in office since 1 January 2013 ** in office since 24 January 2013 ***died on 18 March 2013 ****outgoing as of 14 March 2013 Approved by the Hera Spa Board of Directors on 22 March 2013 6 Hera Group – Consolidated financial statements as at 31 December 2012 Key financial information Revenues (b€) Ebitda (m€) CAGR +15,5% 662 CAGR +13,2% 607 645 4.5 528 567 4.2 4.1 3.7 3.7 453 386 427 2.9 293 2.1 2.3 243 1.5 192 1.1 1.2 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 Net Profit (m€) Net financial debt (b€) CAGR +13,6% CAGR +24,2% 2.22 117 119 1.89 1.86 1.99 101 105 90 96 95 1.57 81 1.43 71 1.17 0.97 50 33 0.44 0.56 0.25 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 Operational Investments (m€) DPS (€ cent) CAGR +5,0% CAGR +9,9% 505 472 9.0 9.0 9.0 442 429 8.0 8.0 8.0 8.0 427 7.0 354 325 321 291 288 5.3 5.7 177 3.5 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12* * Proposal of the Board of Directors to be put to the Shareholders’ Meeting in April 2013 Approved by the Hera Spa Board of Directors on 22 March 2013 7 Hera Group – Consolidated financial statements as at 31 December 2012 The business combination operation with Acegas Aps Hera’s progressive area expansion strategy, through consolidation of multi-utility companies in the neighbouring areas of the reference territory, has led the Group to cover 70% of the customers in Emilia- Romagna and penetrate in the Marche region. Hera continued the expansion route in 2012 with a merger through incorporation with Acegas Aps, an operation that was the most significant in absolute terms realised by the Group to date. The industrial presence of Acegas Aps is focused on the Energy, Water Cycle and Environment sectors and contributes both to the dimensions of each of Hera’s main businesses and those of the supervision of the chain. The merger with Acegas Aps reinforces all the competitive positions on the liberalised markets: a leader in the environment, third in gas and fifth in electricity and also expanding its presence on the regulated markets. This allows the best way of meeting the competitive challenges of a market that covers the North-East and the prospect of future tenders for the awarding of concession services. Furthermore, the new actuality can be proposed with greater vigour as a further combination within contiguous areas, characterised by a high fragmentation of companies supplying services. The merger with Acegas Aps, effective commencing from 1 January 2013, takes the Group to a dimension of “pro forma” 2012 production value of €5.3 billion, a EBITDA “pro forma” of about €791.3 million and a net profit “pro forma” of about €144.3 million, with a financial solidity witnessed by the ratio between net borrowings and a “pro forma” EBITDA of around 3.4x, confirming it as the second national group amongst the Local Utilities, with leadership and positioning of absolute significance in all businesses and the first by market cap.